-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rm10i+gJC5xdvqFCW47xtf8aT7dDIqZQ8tU35rmuUc8PsmOEZPKaosCOVxOTr+4H f3MK/2V2ATGz25QgWBJDwg== 0000950134-04-016178.txt : 20041102 0000950134-04-016178.hdr.sgml : 20041102 20041102161114 ACCESSION NUMBER: 0000950134-04-016178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERWOVEN INC CENTRAL INDEX KEY: 0001042431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943221352 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27389 FILM NUMBER: 041113537 BUSINESS ADDRESS: STREET 1: C/O INTERWOVEN INC. STREET 2: 803 11TH AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087742000 MAIL ADDRESS: STREET 1: C/O INTERWOVEN INC. STREET 2: 803 11TH AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K 1 f02893e8vk.htm FORM 8-K e8vk
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 2, 2004

INTERWOVEN, INC.

(Exact name of registrant as specified in its charter)

         
Delaware
(State or other jurisdiction of
incorporation) 		  000-27389
(Commission File Number) 		  77-0523543
(IRS Employer Identification No.)
     
803 11TH Avenue, Sunnyvale, CA
(Address of principal executive offices) 		  94089
(Zip code)

Registrant’s telephone number, including area code: (408) 774-2000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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Item 2.02 Results of Operations and Financial Condition

     On September 9, 2004, Interwoven Inc. (“Interwoven” or the “Company”) and Ariba, Inc. (“Ariba”) entered into an amendment of the Amended and Restated Ariba Plaza Sublease dated August 6, 2001 between Ariba and Interwoven (the “Amendment”). The Amendment was subject to certain closing conditions. On November 2, 2004, Interwoven announced that all of the required closing conditions had been met and the Amendment was effective. Under the Amendment, Interwoven relinquished its rights to occupy approximately 89,000 square feet of currently unoccupied space and paid Ariba approximately $12.3 million. Interwoven will be relieved of its obligation to pay rent and operating expenses on that abandoned space for the remaining term of the sublease, which ends July 31, 2007. As a result of the effectiveness of the Amendment, Interwoven will adjust its previously reported results calculated in accordance with generally accepted accounting principles for the three months ended September 30, 2004 by reducing its previously reported net loss from $2.6 million or $0.06 per share to $1.5 million or $0.04 per share, and from a net loss of $25.2 million, or $0.62 cents per share, to a net loss of $24.1 million, or $0.60 per share, for the nine months ended September 30, 2004. Additionally, the Company reclassified approximately $8.9 million of its restructuring and excess facilities accrual from a long-term liability to a current liability in its September 30, 2004 consolidated balance sheet to reflect payment of the Amendment amount in November 2004.

     The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

     
Exhibit No.
   Description
99.1
  Press Release dated November 2, 2004.*

*   This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    INTERWOVEN, INC.
 
        
  By:   /s/ JOHN E. CALONICO, JR.
     
November 2, 2004
      John E. Calonico, Jr.
      Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

99.1   Press release dated November 2, 2004.*

*   This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

 

EX-99.1 2 f02893exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 INTERWOVEN REPORTS FINAL DETAILS AND IMPROVED GAAP RESULTS AFTER IMPACT OF PREVIOUSLY ANNOUNCED REAL ESTATE TRANSACTION Q3 GAAP Net Loss per Share Announced on October 20 Improved by $0.02 SUNNYVALE, CALIF. - NOVEMBER 2, 2004 - Interwoven, Inc. (Nasdaq: IWOV), provider of Enterprise Content Management (ECM) solutions for business, today announced effectiveness of an amendment to its headquarters lease that relieves it of future lease payment obligations and improves its previously reported third quarter of 2004 net loss calculated in accordance with generally accepted accounting principles by $1.1 million, or $0.02 per share. Interwoven will have no further obligations on 89,000 square feet of currently unoccupied space following the payment of approximately $12.3 million to Ariba. Under the terms of the amendment, Interwoven will be relieved of its obligation to pay rent and operating expenses on the space for the remaining lease term, which ends July 31, 2007, improving its future cash flows. As a result of the effectiveness of this amendment, Interwoven will adjust its previously reported financial results calculated in accordance with generally accepted accounting principles for the three months ended September 30, 2004 by reducing its reported net loss from $2.6 million, or $0.06 per share, to $1.5 million, or $0.04 per share, and from a net loss of $25.2 million, or $0.62 cents per share, to $24.1 million, or $0.60 per share, for the nine months ended September 30, 2004. The adjusted results for the three and nine months ended September 30, 2004 are included with this release. For the third quarter of 2004, Interwoven reported total revenues of $40.3 million, an increase from the $39.5 million posted in the quarter ended June 30, 2004, and an increase of 54 percent from total revenues of $26.1 million for the same period last year. The adjusted net loss for the third quarter of 2004, calculated in accordance with generally accepted accounting principles, was $1.5 million, or $0.04 per share, compared to a net loss of $18.8 million, or $0.71 per share, for the same period last year. On a pro forma basis, Interwoven reported net income of $1.5 million for the third quarter of 2004, or $0.04 per share compared to a pro forma net loss of $4.4 million, or $0.17 per share, in the third quarter last year. Pro forma net income (loss) excludes amortization of stock-based compensation and intangible assets, restructuring adjustments and the related tax impact of these items. For the nine months ended September 30, 2004, Interwoven reported total revenues of $117.2 million, an increase of 50 percent from the $77.9 million for the same period last year. The adjusted net loss for the nine months ended September 30, 2004, calculated in accordance with generally accepted accounting principles, was $24.1 million, or $0.60 per share, compared to a net loss of $35.1 million, or $1.36 per share, for the same period last year. On a pro forma basis, Interwoven reported net income of $1.6 million for the nine months ended September 30, 2004, or $0.04 on a per share basis, compared to a pro forma net loss of $15.8 million, or $0.61 per share, last year. Pro forma net income (loss) excludes restructuring adjustments, amortization of stock-based compensation and intangible assets, a charge for in-process research and development in 2003 and the related tax impact of these items. A reconciliation of net loss calculated in accordance with generally accepted accounting principles and pro forma net income (loss), is provided in the tables immediately following the consolidated statements of operations below. These pro forma measures are not in accordance with, or an alternative for, similar measures calculated in accordance with generally accepted accounting principles and may be different from pro forma measures used by other companies. Interwoven believes that the presentation of pro forma results provides useful information to management and investors regarding underlying trends in its consolidated financial condition and results of operations. Readers of Interwoven's consolidated financial statements are advised to review and carefully consider the financial information prepared in accordance with generally accepted accounting principles contained in this press release and Interwoven's periodic filings with the Securities and Exchange Commission. ABOUT INTERWOVEN Interwoven, Inc., provider of Enterprise Content Management solutions for business, enables organizations to unify people, content and processes to minimize business risk, accelerate time-to-value and sustain lower total cost of ownership. Interwoven delivers deep industry-specific solutions which reduce business process cycle time from initial collaboration through design, production, sales, marketing, legal review, IT and service. Interwoven leads the industry with a service-oriented architecture today and easy-to-use, best- in-class components and solutions. Today, more than 3,000 enterprises, law firms and professional services organizations worldwide are Interwoven customers including British Telecom, Ford, Freshfields Bruckhaus Deringer, General Motors, Jones Day, Motorola and Yamaha. Interwoven is headquartered in Sunnyvale, Calif., with offices around the world. For more information visit www.interwoven.com. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This press release contains "forward-looking" statements, including statements about historical results that may suggest trends for our business. These statements are based on estimates and information available to us at the time of this press release and are not guarantees of future performance. All statements other than statements of historical fact are statements that could be deemed as forward-looking statements. Actual results could differ materially from our current expectations as a result of many factors, including: customer acceptance of our enterprise content management solutions and new product releases may be slower than we anticipate; customer spending on enterprise content management initiatives may decline; our ability to cross-sell additional products into our installed base of customers; intense competition in our market which makes our results difficult to predict; development of certain Interwoven products and services may not proceed as planned; and the introduction of new products or services by competitors and the ongoing consolidation in our market place could delay or reduce sales. These and other risks and uncertainties associated with our business are described in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and available through WWW.SEC.GOV. ### INTERWOVEN, INC. CONSOLIDATED STATEMENTS OF OPERATIONS, AS ADJUSTED (In thousands, except per share data) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- ----------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Revenues: License $ 16,157 $ 10,383 $ 49,335 $ 29,726 Support and service 24,104 15,690 67,815 48,128 ----------- ----------- ----------- ----------- Total revenues 40,261 26,073 117,150 77,854 Cost of revenues: License 3,387 1,426 9,864 2,593 Support and service 9,705 7,260 28,643 23,842 ----------- ----------- ----------- ----------- Total cost of revenues 13,092 8,686 38,507 26,435 ----------- ----------- ----------- ----------- Gross profit 27,169 17,387 78,643 51,419 Operating expenses: Sales and marketing 17,300 13,251 52,585 41,518 Research and development 7,746 6,058 23,033 18,062 General and administrative 3,052 2,867 9,022 9,346 Amortization of stock-based compensation 941 475 4,352 1,482 Amortization of intangible assets 1,217 657 3,631 1,545 In-process research and development -- -- -- 599 Restructuring and excess facilities (1,360) 13,324 10,477 15,701 ----------- ----------- ----------- ----------- Total operating expenses 28,896 36,632 103,100 88,253 ----------- ----------- ----------- ----------- Loss from operations (1,727) (19,245) (24,457) (36,834) Interest income and other, net 468 579 1,114 2,513 ----------- ----------- ----------- ----------- Loss before provision for income taxes (1,259) (18,666) (23,343) (34,321) Provision for income taxes 243 174 729 813 ----------- ----------- ----------- ----------- Net loss $ (1,502) $ (18,840) $ (24,072) $ (35,134) =========== =========== =========== =========== Basic and diluted net loss per common share $ (0.04) $ (0.71) $ (0.60) $ (1.36) =========== =========== =========== =========== Shares used in computing basic and diluted net loss per common share 40,564 26,398 40,374 25,866 =========== =========== =========== ===========
INTERWOVEN, INC. IMPACT OF PRO FORMA ADJUSTMENTS ON REPORTED NET LOSS, AS ADJUSTED (In thousands, except per share data) (Unaudited)
Three Months Ended Three Months Ended September 30, 2004 September 30, 2003 ------------------------------------ --------------------------------------- As reported Adjustments* Pro forma As reported Adjustments* Pro forma ----------- ----------- --------- ----------- ----------- --------- Revenues: License $ 16,157 $ -- $ 16,157 $ 10,383 $ -- $ 10,383 Support and service 24,104 -- 24,104 15,690 -- 15,690 ---------- ----------- --------- ----------- ----------- --------- Total revenues 40,261 -- 40,261 26,073 -- 26,073 Cost of revenues: License 3,387 (2,739) 648 1,426 -- 1,426 Support and service 9,705 -- 9,705 7,260 -- 7,260 ---------- ----------- --------- ----------- ----------- --------- Total cost of revenues 13,092 (2,739) 10,353 8,686 -- 8,686 ---------- ---------- --------- ----------- ----------- --------- Gross profit 27,169 2,739 29,908 17,387 -- 17,387 Operating expenses: Sales and marketing 17,300 -- 17,300 13,251 -- 13,251 Research and development 7,746 -- 7,746 6,058 -- 6,058 General and administrative 3,052 -- 3,052 2,867 -- 2,867 Amortization of stock- based compensation 941 (941) -- 475 (475) -- Amortization of intangible assets 1,217 (1,217) -- 657 (657) -- Restructuring and excess facilities (1,360) 1,360 -- 13,324 (13,324) -- ---------- ---------- --------- ----------- --------- --------- Total operating expenses 28,896 (798) 28,098 36,632 (14,456) 22,176 ---------- ----------- --------- ----------- --------- --------- Income (loss) from operations (1,727) 3,537 1,810 (19,245) 14,456 (4,789) Interest income and other, net 468 -- 468 579 -- 579 ---------- ----------- --------- ----------- ----------- --------- Income (loss) before income taxes (1,259) 3,537 2,278 (18,666) 14,456 (4,210) Provision for income taxes 243 532 775 174 -- 174 ---------- ----------- --------- ----------- ----------- --------- Net income (loss) $ (1,502) $ 3,005 $ 1,503 $ (18,840) $ 14,456 $ (4,384) ========== =========== ========= =========== ======== ========= Net income (loss) per share $ (0.04) $ 0.04 $ (0.71) $ (0.17) ========== ========= =========== ========= Shares used in computing pro forma net income (loss) per share** 40,564 41,319 26,398 26,398 ========== ========= =========== =========
* The pro forma adjustments represent the reversal of restructuring and excess facilities charges (benefit), the amortization of stock-based compensation and intangible assets and the related tax impact of these adjustments. ** The shares used in computing pro forma net income for the three months ended September 30, 2004 include the dilutive impact of common stock options. INTERWOVEN, INC. IMPACT OF PRO FORMA ADJUSTMENTS ON REPORTED NET LOSS, AS ADJUSTED (In thousands, except per share data) (Unaudited)
Nine Months Ended Nine Months Ended September 30, 2004 September 30, 2003 ---------------------------------- -------------------------------------- As reported Adjustments* Pro forma As reported Adjustments* Pro forma ----------- ----------- --------- ----------- ----------- --------- Revenues: License $ 49,335 $ -- $ 49,335 $ 29,726 $ -- $ 29,726 Support and service 67,815 -- 67,815 48,128 -- 48,128 --------- ----------- --------- ---------- ----------- ---------- Total revenues 117,150 -- 117,150 77,854 -- 77,854 Cost of revenues: License 9,864 (7,917) 1,947 2,593 -- 2,593 Support and service 28,643 -- 28,643 23,842 -- 23,842 --------- ----------- --------- ---------- ----------- ---------- Total cost of revenues 38,507 (7,917) 30,590 26,435 -- 26,435 --------- ----------- --------- ---------- ----------- ---------- Gross profit 78,643 7,917 86,560 51,419 -- 51,419 Operating expenses: Sales and marketing 52,585 -- 52,585 41,518 -- 41,518 Research and development 23,033 -- 23,033 18,062 -- 18,062 General and administrative 9,022 -- 9,022 9,346 -- 9,346 Amortization of stock- based compensation 4,352 (4,352) -- 1,482 (1,482) -- Amortization of intangible assets 3,631 (3,631) -- 1,545 (1,545) -- In-process research and development -- -- -- 599 (599) -- Restructuring and excess facilities 10,477 (10,477) -- 15,701 (15,701) -- --------- ----------- --------- ---------- ----------- ---------- Total operating expenses 103,100 (18,460) 84,640 88,253 (19,327) 68,926 --------- ----------- --------- ---------- ----------- ---------- Income (loss) from operations (24,457) 26,377 1,920 (36,834) 19,327 (17,507) Interest income and other, net 1,114 -- 1,114 2,513 -- 2,513 --------- ----------- --------- ---------- ----------- ---------- Income (loss) before income taxes (23,343) 26,377 3,034 (34,321) 19,327 (14,994) Provision for income taxes 729 662 1,391 813 -- 813 --------- ----------- --------- ---------- ----------- ---------- Net income (loss) $ (24,072) $ 25,715 $ 1,643 $ (35,134) $ 19,327 $ (15,807) ========= =========== ========= ========== =========== ========= Net income (loss) per share $ (0.60) $ 0.04 $ (1.36) $ (0.61) ========= ========= ========== ========== Shares used in computing pro forma net income (loss) per share** 40,374 41,683 25,866 25,866 ========= ========= ========== ==========
* The pro forma adjustments represent the reversal of restructuring and excess facilities charges, in-process research and development, the amortization of stock-based compensation and intangible assets and the related tax impact of these adjustments. ** The shares used in computing pro forma net income for the nine months ended September 30, 2004 include the dilutive impact of common stock options. INTERWOVEN, INC. CONSOLIDATED BALANCE SHEETS, AS ADJUSTED (In thousands)
September 30, 2004 December 31, 2003 ------------------ ----------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 73,731 $ 43,566 Short-term investments 64,963 96,921 Accounts receivable, net 25,828 33,834 Prepaid expenses and other current assets 8,319 8,629 ----------- ---------- Total current assets 172,841 182,950 Property and equipment, net 6,210 7,403 Goodwill 185,464 185,991 Other intangible assets, net 33,234 43,134 Other assets 2,299 2,347 ----------- ---------- Total assets $ 400,048 $ 421,825 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank borrowings $ 611 $ 1,213 Accounts payable 4,747 4,576 Accrued liabilities 18,369 22,961 Restructuring and excess facilities accrual 22,944 15,733 Deferred revenues 45,429 44,066 ----------- ---------- Total current liabilities 92,100 88,549 Accrued liabilities 2,515 912 Restructuring and excess facilities accrual 19,962 31,430 ----------- ---------- Total liabilities 114,577 120,891 ----------- ---------- Commitments and contingencies Stockholders' equity: Common stock 41 40 Additional paid-in capital 695,914 693,773 Deferred stock-based compensation (2,762) (9,564) Accumulated other comprehensive income (loss) (310) 25 Accumulated deficit (407,412) (383,340) ----------- ---------- Total stockholders' equity 285,471 300,934 ----------- ---------- Total liabilities and stockholders' equity $ 400,048 $ 421,825 =========== ==========
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